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Kazanorgsintez S.A. (53HZ)

Monday 01 March, 2010

Kazanorgsintez S.A.

Tender Offer/Consent Solicita

KAZANORGSINTEZ S.A. ANNOUNCES AN INVITATION FOR OFFERS TO SELL NOTES AND SOLICITATION OF CONSENTS IN RELATION TO NOTES

NOT FOR DISTRIBUTION TO ANY UNITED STATES OR ITALIAN PERSON OR TO ANY PERSON RESIDENT AND/OR LOCATED IN THE UNITED STATES OR THE REPUBLIC OF ITALY

Luxembourg - 1 March 2010

Kazanorgsintez S.A. (the "Issuer") hereby announces that it is inviting holders of its outstanding U.S.$200,000,000 9.25 per cent. Loan Participation Notes due 2011 (the "Notes") (ISIN: XS0271050501 and Common Code: 027105050) issued for the sole purpose of financing a loan to Kazan Open Joint Stock Company "Organichesky sintez" ("KOS") (the "Noteholders") to offer to sell for cash any or all of the Notes held by them and to vote in favour of the Extraordinary Resolutions described below (the "Invitation").

The Invitation is made on the terms and subject to the conditions contained in the tender and consent memorandum dated 1 March 2010 (the "Tender and Consent Memorandum"). Capitalised terms used but not defined in this announcement have the meanings ascribed to them in the Tender and Consent Memorandum.

In conjunction with the Invitation, two Meetings of Noteholders have been convened to consider and, if thought fit, pass Extraordinary Resolutions which, subject to certain conditions set out therein, will, inter alia, provide for (a) a change to the maturity date of the Notes and the repayment date under the Loan from 30 October 2011 to the date falling five years from the Settlement Date; (b) a change to the Rate of Interest on the Notes and the Loan from 9.25 per cent. per annum to 10.00 per cent. per annum (with such increased Rate of Interest commencing on the Settlement Date); (c) the removal of certain covenants from the Loan Agreement; (d) a waiver of any Event of Default under the Loan Agreement which has occurred prior to the date of the Second Extraordinary Resolution; and (e) certain amendments to the Loan and the Notes to allow for the Loan to be prepaid in order to enable the Issuer to purchase Notes pursuant to the Tender.

Description of the Notes

Outstanding Principal Amount

ISIN/Common Code

Purchase Price per U.S.$1,000 principal amount

U.S.$200,000,000 9.25 per cent. Loan Participation Notes due 2011

U.S.$200,000,000

XS0271050501/ 027105050

U.S.$900

Tender - Purchase Price

Noteholders whose offers to sell are accepted by the Issuer will receive, subject to the terms and conditions of the Tender and Consent Memorandum, if such Notes were validly tendered and not withdrawn at or prior to the Instruction Deadline, U.S.$900 per U.S.$1,000 principal amount (the "Purchase Price") plus accrued and unpaid interest on the Notes from (and including) the last interest payment date prior to the Settlement Date to (but excluding) the Settlement Date.

The Invitation is conditional upon the passing of the Extraordinary Resolutions. The Issuer, acting jointly with KOS, expressly reserves the right to re-open, extend, decline and/or amend the Invitation (including, but not limited to, any amendment of the Purchase Price).

Meetings of Noteholders

The form of the Notice of Meetings and the form of the Extraordinary Resolutions are set out in the Tender and Consent Memorandum.

The Meetings of Noteholders will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom, on 16 March 2010. The First Meeting will take place at 3.30 p.m., London time. The Second Meeting will take place at 4.00 p.m., London time.

The submission by a Noteholder of a valid Tender Instruction or a valid Consent Instruction will automatically appoint the Tender and Tabulation Agent (or its nominee nominated by the Tender and Tabulation Agent) as its proxy to attend each of the Meetings and vote in favour of each of the Extraordinary Resolutions.

Participating in the Invitation

To offer to sell Notes pursuant to the Invitation a Noteholder should deliver, or arrange to have delivered on its behalf, through the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received by the Tender and Tabulation Agent prior to the Instruction Deadline.

Noteholders who do not wish to make an offer to sell their Notes should deliver, or arrange to have delivered on their behalf, through the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Consent Instruction in respect of all or some only of such Notes that is received by the Tender and Tabulation Agent prior to the Instruction Deadline.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee through which they hold Notes whether such entity must receive instructions to participate in the Invitation before the deadlines specified in the timeline below.

Expected Transaction Timeline

Event

Date

Description of Event

Launch Date

1 March 2010

Announcement of Invitations.
Notice of Meetings given to Noteholders through the Clearing Systems.

Instruction Deadline

12 March 2010
5.00 p.m. (CET) (4.00 p.m. (London time))

Last date for Noteholders to communicate an offer to sell their Notes and/or a vote in favour of the Extraordinary Resolutions by submitting a Tender Instruction or Consent Instruction, as the case may be, subject to the rights of the Issuer, acting jointly with KOS, to re-open, extend, decline and/or amend the Invitations pursuant to paragraphs 2, 4 and 5 of the "Terms of the Invitations" section of the Tender and Consent Memorandum.

Last date to appoint the Tender and Tabulation Agent (or its nominee) as a Noteholder's proxy to attend each Meeting and vote in favour of the Extraordinary Resolutions or to appoint another proxy to attend and vote at each Meeting in accordance with the provisions of the Trust Deed and the Notice of Meetings.

Deadline for eligibility for payment of Purchase Price.

First Meeting

16 March 2010
4.30 p.m. (CET) (3.30 p.m. (London time))

Meeting of Noteholders to consider and, if thought fit, pass the First Extraordinary Resolution.

Second Meeting

16 March 2010 5.00 p.m. (CET) (4.00 p.m. (London time))

Meeting of Noteholders to consider and, if thought fit, pass the Second Extraordinary Resolution.

Announcement of results of the Meetings

16 March 2010 (or as soon as reasonably practicable after the Meetings and in any event within 14 days of such results being known)

Announcement of results of the Meetings or notice of adjournment of either Meeting or both Meetings, as the case may be.

Announcement of acceptance

16 March 2010 (or as soon as reasonably practicable after 16 March 2010)

Expected announcement of the acceptance of Offered Notes for purchase.

Announcement of the Settlement Date.

Settlement Date

Expected to be no later than the fifth Business Day following the announcement of the acceptance of Offered Notes for purchase

The Offered Notes are delivered to the Issuer or its nominee.

The Issuer pays the Purchase Price.

For further information:

A complete description of the terms and conditions of the Invitation is set out in the Tender and Consent Memorandum. Further details about the transaction can be obtained from:

A copy of the Tender and Consent Memorandum is available to eligible persons upon request from the Tender and Tabulation Agent.

The Dealer Manager takes no responsibility for the contents of this announcement and none of the Issuer, KOS, the Dealer Manager, the Tender and Tabulation Agent, the Principal Paying Agent, the Trustee or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Invitation, or any recommendation as to whether Noteholders should tender Notes in the Invitation. This announcement must be read in conjunction with the Tender and Consent Memorandum. No invitation to acquire any Notes is being made pursuant to this notice. Any such invitation is only being made in the Tender and Consent Memorandum and any such acquisition or acceptance of offers to sell should be made solely on the basis of information contained in the Tender and Consent Memorandum. This announcement and the Tender and Consent Memorandum contain important information, which should be read carefully before any decision is made with respect to the Invitation. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent adviser.

Jurisdictional Restrictions

The Tender and Consent Memorandum does not constitute an offer to purchase Notes. The Tender and Consent Memorandum does not constitute a solicitation of an offer to sell Notes in any jurisdiction in which such solicitation or offer is unlawful, and offers to sell will not be accepted from Noteholders located or resident in any jurisdiction in which such solicitation or offer is unlawful. In those jurisdictions where the securities or other laws require the Invitation to be made by a licensed broker or dealer, any actions in connection with the Invitation shall be deemed to be made on behalf of the Issuer and KOS by the Dealer Manager or one or more registered brokers or dealers affiliated with the Dealer Manager may be licensed under the laws of such jurisdiction and the Invitation is not being made in any such jurisdiction where the Dealer Manager or one of their affiliates is not so licensed.

The distribution of the Tender and Consent Memorandum in certain jurisdictions is restricted by law. Persons into whose possession the Tender and Consent Memorandum comes are required by the Issuer, KOS, the Dealer Manager, the Tender and Tabulation Agent and the Trustee to inform themselves about, and to observe, any such restrictions.

Noteholders with any questions on the Invitation or the Proposals should contact the Dealer Manager for further information.

United States

The Tender Invitation is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the United States and the Notes may not be tendered in the Tender Invitation by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States. Accordingly, copies of the Tender and Consent Memorandum and any other documents or materials relating to the Tender Invitation are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the United States or to persons located or resident in the United States. Any purported tender of Notes in the Tender Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and tenders of Notes made by a person located or resident in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the United States will not be accepted. For the purposes of this paragraph, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

The Tender Invitation is not being made in the Republic of Italy. The Tender Invitation and the Tender and Consent Memorandum have not been submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, the Invitations are not made or made available to Noteholders who are Italian residents and/or persons located in the Republic of Italy. Neither this Tender and Consent Memorandum nor any other solicitation material relating to the Invitations or the Notes may be distributed or made available in the Republic of Italy.

Russian Federation

The Notes will not be advertised, offered, transferred or sold as part of the Tender Invitation or at any time thereafter to or for the benefit of any persons (including legal entities) resident, incorporated, established or having their usual residence in the Russian Federation or to any person located within the territory of the Russian Federation unless and to the extent otherwise permitted under Russian Law.

United Kingdom

The communication of this announcement and the Tender and Consent Memorandum or any other documents or materials relating to the Invitations is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. Rather, the communication of the Tender and Consent Memorandum as a financial promotion is only being made by the Issuer or the Dealer Manager to, and is directed only at: (a) persons outside the United Kingdom; (b) those persons falling within the definition of Investment Professionals (contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")), or other persons to whom it may lawfully be communicated in accordance with the Order; or (c) any person to whom it may otherwise lawfully be made (such persons together being "relevant persons").

France

The Tender Invitation is not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement, the Tender and Consent Memorandum nor any other documents or materials relating to the Tender Invitation have been or will be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Invitation. This announcement and the Tender and Consent Memorandum have not been and will not be submitted to nor approved by the Autorité des Marchés Financiers.

This information is provided by RNS

The company news service from the London Stock Exchange

END

TENKKDDBABKDQNK

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